X0306 4 2018-05-18 0 0001534120 Cerecor Inc. CERC 0001363683 Greenleaf Peter C/O CERECOR INC. 400 EAST PRATT STREET, SUITE 606 BALTIMORE MD 21202 1 1 0 0 Chief Executive Officer Common Stock 2018-05-18 4 P 0 12500 3.98 A 412500 D Stock Option (Right to Buy) 0.8 2027-05-11 Common Stock 16714 16714 D Employee Stock Option (Right to Buy) 0.57 2018-06-30 2027-06-29 Common Stock 8357 8357 D Employee Stock Option (Right to Buy) 4.24 2028-03-27 Common Stock 500000 500000 D Employee Stock Option (Right to Buy) 4.24 2028-03-27 Common Stock 500000 500000 D This transaction was executed in multiple trades ranging from $3.95 to $4.00. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder full information regarding the number of shares and prices at which the transactions were effected. The stock option will vest in three substantially equal annual installments on May 11, 2018, 2019 and 2020, subject to the Reporting Person's continued service on each such vesting date. The stock options will vest in full on June 30, 2018, subject to the grantees continued service on such vesting date. The stock option will vest 25% on the first anniversary of the date of grant and the remaining 75% of the shares subject to the stock option shall vest in equal monthly installments on each monthly anniversary date of the first vesting date over the following 48 months beginning on April 27, 2019, provided the Reporting Person is then an officer of the Issuer on each such vesting date. The stock option will vest in full upon the Issuer's common stock closing at or above $12.50 per share for three consecutive trading days, provided the Reporting Person is then an officer of the Issuer on each such vesting date. /s/ Robert Swedberg, by Power of Attorney 2018-05-21